Get ducks in a row before selling firm

05/01/05
Brigham Young University
By By Stephen W. Gibson Printed in the Deseret News

Entrepreneurs often speak of pressure, but there is seldom as much pressure in their business lives as there is during the period of negotiation for the sale of one's "baby" to another.

I know. I have been there. Seldom has the pressure been so intense, knowing that a misstep could send you into decades of struggle and despair. At the same time, however, the results are so utterly satisfying if you get your price, your terms and your lifetime retirement.

Let me pass on a few tips I learned from my negotiations that might ease the strain.

. Get firm performance dates from the potential buyer as early as possible. There is nothing as nerve-racking as negotiating without knowing when the biggest sale of your life might take place. Use sharp-angle questions such as: If we arrive at a workable deal for both of us, what closing date do you have in mind?

. Know exactly what you are selling. Some purchasers will want the real estate. Others will want the employees. Some will continue your property lease, while others will want to combine offices. Know what you are talking about before you hear the purchase price. Believe me, it will make your decision to accept or reject a lot easier.

. What about you? Sure, they are going to give you a bucket of money, but do you get to stay on the payroll, or do you have to leave? Many have told me of the pain of watching the new buyer make mistakes. It is almost more painful than watching your teenagers make mistakes. At first I wanted to stay, but how thankful I am that I didn't.

. Get non-compete issues worked out early. If the price is enough, most non-compete issues aren't deal-killers. But non-competes are often emotional issues that could become deal-killers quickly if you let emotions get in the way.

. What about your employees? Is the new owner going to take care of them? This is an emotional issue that can be a deal-killer. I have taken a different approach. It is my responsibility to provide a nice work environment and a fair salary for my employees. If I have done that, then all bets are off after I sell the company. I know other owners feel very strongly that they have a responsibility to look out for their employees for life. Where do you stand on this issue? You'd better find out quickly.

. Don't discuss the sale with any of your employees until a deal is struck. Negotiating a win/win sale could take months, and negotiating is difficult enough as it is without having employees asking how it is going and whether they will still have a job or not.

. Hire outside professionals. In the process of structuring my sale of five offices in three states, I met with nine different CPAs, four tax attorneys and read three books on different aspects of the sale. This is not a time to go it alone. Remember, you may only have one company to sell. You'd better do it right.

I can honestly say I have never regretted the sale of my business more than a decade ago. It has given me the freedom to do more important things in my life. It is worth the pressure and the time. Remember: You will never make more money per hour than when you are negotiating.

author1 is associated with the BYU Center for Entrepreneurship. He can be reached via e-mail at Mr. Gibson is associated with the BYU Center for Entrepreneurship. He can be reached via e-mail at cfe@byu.edu. .